By-Laws

Butler Human Resources Association

Chapter Bylaws

ARTICLE I

IDENTIFICATION

Section 1.1.: Name. The name of the Chapter is Butler Human Resource Association (herein referred to as the Chapter"). To avoid potential confusion, the Chapter will refer to itself as "Butler Human Resources Association" or "BHRA" and not as SHRM or the Society for Human Resource Management.

Section 1.2: Affiliation. The Chapter is affiliated with the Society for Human Resource Management (herein referred to as "SHRM").

Section 1.3: Relationships. The Chapter is a separate legal entity from SHRM. It shall not be deemed to be an agency or instrumentality of SHRM or of a State Council, and SHRM shall not be deemed to be an agency or instrumentality of the Chapter. The Chapter shall not hold itself out to the public as an agent of SHRM without express written consent of SHRM. The Chapter shall not contract in the name of SHRM without the express written consent of SHRM.

ARTICLE 2

PURPOSE

The purposes of this Chapter shall be:

To serve as a vehicle through which Human Resources and Industrial Relations professionals at every level can develop their abilities and become more effective in their responsibilities thereby fostering the objectives of their companies;

To provide its members with the opportunity of meeting and exchanging constructive ideas and information with others engaged in similar work and facing similar problems;

To develop and promote the Human Resources and Industrial Relations fields at the local level as well as to actively serve the community’s best interest through progressive human resource policies;

To help general management to better understand how to make use of individual contributors and managers in the Human Resources and Industrial Relations field;

To attain objectives through education, research developments, surveys, seminars and similar forces of exchange of ideas and information among members of the Chapter.

The Chapter supports the purposes of SHRM, which are to promote the use of sound and ethical human resource management practices in the profession and:

to be a recognized world leader in human resource management;

to provide high quality, dynamic and responsive programs and service to our customers with interests in human resource management;

to be the voice of the profession on human resource management issues;

to facilitate the development and guide the direction of the human resource profession; and

to establish, monitor and update standards for the profession.

ARTICLE 3

FISCAL YEAR

The fiscal year of the Chapter shall be the calendar year.

ARTICLE 4

MEMBERSHIP

Section 4.1: Qualifications for Membership. The qualifications for membership in the Chapter shall be as stated in Sections 4.4 4.5 and 4.6 of this Article. To achieve the mission of the Chapter there shall be no discrimination in memberships because of race, religion, sex, age, national origin, disability, veteran’s status, or any other legally protected class. Membership in this Chapter shall be open to persons meeting the following definitions:

Section 4.2: Membership. SHRM memberships is not required for Chapter members, with the exception of the President of the Board. The Chapter President must be a member of SHRM; and the Chapter may pay for full membership cost to SHRM for the Chapter President for the year(s) he/she presides in that office.

Section 4.3: Individual Membership. Membership in the Chapter is held in the individual's name, not an organization with which the member is affiliated.

Section 4.4: Regular Members. A person responsible for professional human resource functions, business owners, and providers of services to the HR profession. Regular members shall have the right to vote and hold elective office.

Section 4.5: Honorary Members. An honorary membership may be conferred to any person by a majority vote of the Executive Board as being worthy of special consideration because of some outstanding contribution to the community, the Chapter and/or the field of HR administration without payment of dues. Honorary members shall not have the right to vote or hold elective office.

Section 4.6: Student Members. Individuals who are not currently employed in a position that would qualify for regular membership and actively enrolled in a degree program specializing in an HR discipline. Student members shall not have the right to vote or hold elective office. They may serve on special committees as assigned by the President.

Section 4.8: Application for Membership. Application for membership shall be on the Chapter application form. All applications shall be reviewed by the Membership Chairperson and approved by the Board of Directors or their designee. New members shall be afforded full membership rights from the date of application approval by the Board of Directors or their designee.

Section 4.9: Voting. Each Regular member of the Chapter shall have the right to cast one vote on each matter brought before a vote of the members. Votes shall be tallied by an Ad Hoc committee appointed by the Board of Directors.

Section 4.10: Dues. Annual membership dues shall be established for the next year by the Board of Directors prior to the mailing of renewal notices. The dues of this Chapter shall consist of annual payments made by the membership and are payable on or before the first regular meeting in February of each calendar year. New members who join between July 1st and December 31st will have a prorated membership feel per month left in the year.

Section 4.10A. Members who do not pay their membership dues each year shall be purged from the membership rolls. A statement of membership delinquency shall be issued at least 30 days before a member is purged. Reinstatement of a purged member shall follow the same procedure as that of a new member. Members who no longer meet the Chapter membership eligibility requirements shall be deemed to have resigned. The effective date of such resignation shall be no later than the date of the next annual meeting.

Section 4.11: Assessments. Additional funds may be provided by assessments to all regular members. Assessments must be approved by a majority of the Executive Board and then authorized by two-thirds (2/3rds) affirmative vote of the regular members present at a special meeting called for that purpose, or at a regular meeting, provided a two-week prior notice of the assessment vote has been mailed to each member.

ARTICLE 5

MEMBER SERVICE AREAS

Section 5.1: Member Service Areas. In order to serve the geographic needs of the chapter, the chapter may establish local member service areas for the development and delivery of chapter services.

Section 5.2: Member Service Area Organization. These areas shall operate under the operational guidelines set forth by the Chapter Board of Directors and within the guidelines set by SHRM for such subgroups.

Section 5.3: Member Service Area Oversight. The Board of Directors of the Chapter shall be responsible for the compliance of the subgroups to Chapter charter requirements such as logo use, use of name etc.

Section 5.4: Member Service Area Activity. Member Service Areas are established to provide the Chapter with local networking, educational programs, membership recruitment activities and other initiatives as determined by the Board.

ARTICLE 6

MEMBER MEETINGS

Section 6.1: Regular Meetings. The regular membership meetings shall be held once each month, normally on the second Tuesday of each month. No meetings will be scheduled in July or August. Notices of the time, place and subject of each regular meeting shall be mailed to every member at least seven (7) days in advance of the meeting.

Section 6.2: Annual Meetings. The annual meeting of the members for electing Directors and Officers and conducting other appropriate business shall be held in December or at such other time as determined by the Board or Directors.

Section 6.3: Special Meetings. Special meetings of members shall be held on call of the President, the Board of Directors or by members having one-twentieth of the votes entitled to be cast at such meeting. Provided, however, that such a meeting shall not be an election of officers or a vote on amendments to the bylaws.

Section 6.4: Executive Board Meetings. The Executive Board shall meet at least once each quarter at a time and place designated by the President. Board members must have five (5) days prior notice of the meetings. A quorum shall consist of two-thirds (2/3) of the Board members. Board members must be present at the meetings to vote. At the President’s discretion, Committee Chairpersons may be invited to attend the Executive Board meeting. Chairpersons of Committees do not have voting rights at the Executive Board meeting. The President may, as required, call Special Executive Board Meetings

Section 6.5: Notice of Meetings. Notice of all special and annual meetings shall be given to all members at least ten days prior to the meetings. Notice of regular meetings shall be given to all members at least seven days prior to the meeting.

Section 6.6: Quorum. Members holding one-tenth of the votes entitled to be cast, represented in person or by conference call, shall constitute a quorum. The vote of a majority of the members present at any meeting at which there is a quorum, either in person or by conference call, shall be necessary for the adoption of any matter voted on by the members, except to the extent that applicable state law may require a greater number.

ARTICLE 7

BOARD OF DIRECTORS

Section 7.1: Power and Duties. The Board of Directors (also referred to as the "Board'') shall manage and control the property, business and affairs of the Chapter and in general exercise all powers of the Chapter.

Section 7.2: Officers. The following shall be members of the Board or Directors and shall be Officers of the Chapter: President, President-Elect, Membership Chair, Programs Chair, Treasurer, and Secretary.

Section 7.3: Composition of the Board of Directors. Along with the Officers listed in Section 6.2 of this Article, the Board of Directors shall also include the Immediate Past President, Webmaster, Chapter Relations Chair and MSA Chair. These shall constitute the governing body of the Chapter. Additional Leadership Area Directors shall be nominated by the President and elected from among the eligible membership as members of the Board of Directors.

Section 7.4: Qualifications. All candidates for the Board of Directors must be Regular members of the Chapter in good standing at the time of nomination or appointment and for their complete term of office. Per SHRM Bylaws, the President must be a current member in good standing of SHRM throughout the duration of his/her term of office.

Section 7.5: Election - Term of Office. Officers and Directors shall be elected by a majority vote of the members present at the annual election meeting of the membership from the proposed slate of the nominating committee appointed by the Board of Directors at the beginning of each election year. Each elected Officer and Director shall assume office on the 2nd Tuesday of January following his/her election and shall hold office for two years or until his/her successor is elected and takes office. Officers and Directors may not be elected to serve more than two (2) consecutive terms in the same position. The MSA Chair will follow the election procedures as written in the BHRA-MLHRA Memo of Understanding.

Section 7.6: Vacancies. Any vacancy on the Board may be filled for the unexpired term by appointment of the President with the consent of the Board or Directors.

Section 7.7: Quorum. A simple majority of the total Board of Directors shall constitute a quorum for the transaction of business. The act of a majority of the Board of Directors present at any meeting at which there is a quorum, either in person or by conference call.

Section 7.8: Board of Directors' Responsibilities. The Board of Directors shall transact all business of the Chapter except as prescribed otherwise in these Bylaws or other governing instruments of the Chapter. A Regular member in good standing may request the President to place on the agenda of the next regular Board of Directors meeting any action for consideration by the Board of Directors.

Section 7.9: Removal of Officer or Member. Any Officer and/or member may be expelled for cause from office or membership by a majority vote of the Executive Board.

ARTICLE 8

DUTIES AND RESPONSIBILITIES OF MEMBERS OF THE BOARD OF DIRECTORS

Section 8.1: The President. The President shall serve as Chairperson of the Executive Board and perform all duties incidental to this office, including, but not limited to, presiding over all the Regular, Special and Executive Board meetings; appoint committee chairpersons; be an ex-officio member of all committees except the Nominating Committee; sign checks as required, direct and coordinate the activities of all offices. He/she shall must be a current member in good standing of SHRM throughout the duration of his/her term of office.

Section 8.2: The President-Elect. The President-Elect shall perform all the duties of the President during the President’s absence. In the event of the President’s death, resignation or inability to serve, the President-Elect shall become the President of the Chapter for the balance of the unexpired term of office. The President-Elect shall represent the President and assist in carrying out the objectives of the Chapter. The President-Elect shall also direct and coordinate the functions of the standing committees. The President-Elect shall also have other duties and/or powers as the President and/or the Executive Board may determine.

Section8.3: The Treasurer. The Treasurer shall be responsible for all monies of the Chapter. The Treasurer will collect dues and assessments, deposit and disburse funds to and from the bank approved by the Executive Board. The Treasurer must acknowledge all debts when approved by the President and render financial statements when requested by the President or the Executive Board and arrange for all transfer of funds and signature cards in the name of the incoming Treasurer.

Section 8.4: The Secretary. The Secretary shall record and maintain the minutes of all Regular, Special and Executive Board meetings. The Secretary shall administer the correspondence of the Association including the preparation and mailing of meeting notices. Generally, the Secretary will be responsible for keeping all records of the Chapter other than the financial records. The Secretary will be responsible for the mailing of all meeting and dues notices in addition to arranging for a meeting place.

Section 8.5: Immediate Past President: The Immediate Past President shall assist the President as well as advise in all matters concerning the Chapter.

Section 8.6: Membership Chairperson. This Chairperson is primarily responsible for recruiting and the preliminary approval of prospective members and forwarding said membership applications to the Executive Board for processing. This Chairperson is further responsible for maintaining, publishing and distributing membership rosters. This Chairperson is responsible for introducing the guests and new members to the members of the Chapter.

Section 8.7: Program Chairperson. This Chairperson is primarily responsible for planning the program for the regular monthly meetings of the Chapter. This Chairperson will provide and introduce speakers for said meetings, handle all other matters such as travel arrangements, accommodations, etc. The responsibilities also include the long-range planning for the ensuring year’s program arrangements.

Section 8.8: Webmaster. The Webmaster works with the Board and members to ensure that the Chapter website is maintained with up-to-date information on all meetings, members and additional information that is pertinent to the group.

Section 8.9: Chapter Relations. Interface with SHRM, PASHRM, area chambers of commerce and organizations, with media outlets, and with the general public for the purpose of adhering to compliance requirements, coordinating Chapter activities and to promote goodwill and positive image of the Chapter.

Section 8.10: Member Service Area Chairs. The Chair of each approved Member Service Area (MSA) in the Chapter will serve on the Board of Directors in a voting capacity and shall have such powers and perform such liaison duties as the Board or Chapter President may determine. The responsibility includes initiatives in a particular geographic area as determined by the Chapter President and the Board and is outlined in the Memorandum of Understanding between the MSA and Chapter. This includes recruiting human resources professionals, business owners, and providers of services to the HR profession in and around Mercer and Lawrence counties to join the Chapter. As the primarily liaison, the MSA Chair will insure that the affairs of the MSA coincide with Chapter by-laws and Chapter Board guidance. Will coordinate, promote, and monitor activities of the MSA so Chapter members in the MSA area benefit from Chapter affiliation and networking.

ARTICLE 9

COMMITTEES

Section 9.1: Committees. The established of both standing and ad-hoc committees shall be the right of the Board of Directors.

Section 9.2: Committee Organization. Committees in addition to the Nominating Committee are established by resolution of the Board of Directors.

9.3: Committee Chairpersons. Appointment of Chairpersons to committees is the sole responsibility of the President. The Chairperson and the President will seek interested members to participate in committee activities. Special Committees or task forces may be organized by the President to meet particular Chapter needs.

Section 9.4: Committee Activity. Committees are established to provide the Chapter with special ongoing services.

ARTICLE 10

ELECTRONIC VOTING

Mall or electronic ballots can be used for the election of Directors provided the Chapter has had at least one in-person meeting that year. (NOTE: Please check the state laws for guidance on electronic voting privileges, mall election ballots for directors and applicability for not-for-profit corporations in your state.)

ARTICLE 11

STATEMENT OF ETHICS

The Chapter adopts SHRM's Code of Ethical and Professional Standards in Human Resource Management for members of the Association in order to promote and maintain the highest standards among our members. Each member shall honor, respect and support the purposes of this Chapter and of SHRM.

The Chapter shall not be represented as advocating or endorsing any issue unless approved by the Board or Directors. No member shall actively solicit business from any other member at Chapter meetings without the approval from the Board of Directors.

Each member shall honor and respect the purposes of this Chapter and shall pledge himself/herself to its support; the interchange of ideas, information and the discussion of problems shall be viewed as privileged communications or confidential information and not regarded as any reflection of the official attitude or opinion of any member’s employer. The Chapter shall not be represented as advocating or endorsing any issue unless approved by the Chapter Board of Directors.

ARTICLE 12

PARLIMENTARY PROCEDURE

Meetings of the Chapter shall be governed by the rules contained in Robert's Rules of Order (newly revised) in all cases to which they are applicable and in which they are consistent with the Law and Bylaws of the Chapter.

ARTICLE 13

AMENDMENT OF BYLAWS

The Bylaws may be amended by a majority vote of the members present at any meeting at which a quorum exists and in which required notice has been met, provided that no such amendment shall be effective unless and approved by the SHRM President/CEO or his/her designee as being in furtherance of the purposes of SHRM and not in conflict with SHRM bylaws. Any motion to amend the Bylaws shall clearly state that it is not effective unless and until approved by the SHRM President/CEO or his/her designee.

ARTICLE 14

CHAPTER DISSOLUTION

ln the event of the Chapter's dissolution, the remaining monies in the Treasury, after Chapter expenses have been paid, will be contributed to an organization decided upon by the Board of Directors at the time of dissolution (e.g. the SHRM Foundation, local student chapter, the State Council, an HR degree program, or other such organization or charity with purposes consistent with those of the Chapter.

ARTICLE 15

WITHDRAWAL OF AFFILIATED CHAPTER STATUS

Affiliated Chapter status may be withdrawn by the President/CEO of SHRM or his/her designee as a representative of the SHRM Board of Directors upon finding that the activities of the Chapter are inconsistent with or contrary to the best interests of SHRM. Prior to withdrawal of such status, the Chapter shall have an opportunity to review a written statement of the reasons for such proposed withdrawal and an opportunity to provide the SHRM Board of Directors with a written response to such a proposal within a thirty (30) day period. In addition, when the Chapter fails to maintain the required affiliation standards as set forth by the SHRM Board of Directors, it is subject to immediate disaffiliation by SHRM. After withdrawal of Chapter status, the SHRM Board of Directors may cause a new Chapter to be created, or, with the consent of the President/CEO of SHRM and the consent of the body which has had Chapter status withdrawn, may re-confer Chapter status upon such body.

ARTICLE 16

TERMS USED

As used in these Bylaws, feminine or neuter pronouns shall be substituted for those of the masculine form, and the plurals shall be substituted for the singular number in any place where the context may require such substitution or substitutions.